The offer letter says "4,000 RSUs" or "10,000 options at a $2.50 strike," and everyone around you nods like this is normal English. You are left secretly googling at midnight, trying to figure out whether this is real money, fake money, or a tax trap, and too embarrassed to ask the recruiter to explain it like you are new here.
You are not behind; equity compensation is genuinely confusing, and plenty of people who signed for it years ago still cannot explain it. This guide walks one example person through both kinds of grants, in plain English, with honest boundaries about where you need a real tax professional instead of an article.
Meet Maya, and the one idea underneath everything
Maya is a project manager weighing two offers. Company A (public, established) offers her RSUs. Company B (a startup) offers stock options. Same idea drives both: instead of paying Maya only in cash, each company pays her partly in a stake in itself, hoping she will stay longer and care more about the company winning.
The difference between the two instruments comes down to one question: does Maya get shares, or the right to buy shares?
- RSUs (restricted stock units): she gets shares. On a schedule, actual stock lands in her account. She can typically sell it (if the company is public) and turn it into cash.
- Stock options: she gets the right to buy shares at a locked price (the "strike price"). That right only has value if the stock is worth more than the locked price when she uses it.
Everything else, vesting, taxes, risk, hangs off that distinction.
RSUs: shares on a schedule
Company A grants Maya 4,000 RSUs vesting over four years with a one-year cliff. In practice: after her first anniversary, 1,000 shares land in her account at once (the cliff), then the rest arrive in chunks, often quarterly, until year four. (Cliffs and schedules get a full walkthrough in vesting schedules explained.)
Suppose the stock trades at 50 dollars when a chunk of 250 shares vests. Maya now owns stock worth 12,500 dollars. She can hold it or sell it; either way, that value is real the day it vests. If the stock later drops to 40, her future chunks are worth less, but they are still worth something. That is the defining trait of RSUs: barring company collapse, vested RSUs are worth whatever the shares are worth, essentially never zero.
The tax picture, at a high level: when RSUs vest, the value of the vested shares is taxed as ordinary income, much like a cash bonus, and companies usually withhold some shares automatically to cover it. If Maya holds the shares and they rise before she sells, that additional gain is taxed under capital gains rules. High-level is where this article stops: withholding is frequently insufficient for larger grants, and Maya should confirm her actual situation with a tax professional rather than an article, including this one.
One more RSU flavor to know: some private companies grant RSUs with a second condition, where shares only fully materialize at an IPO or sale. Those are real but not spendable yet, which matters for the risk section below.
Stock options: a locked price and a bet
Company B grants Maya 10,000 options at a strike price of 2.50 dollars, same four-year vesting. Vesting here does not deliver shares; it delivers the right to buy shares at 2.50 each, whenever she chooses (while employed, and for a limited window after leaving).
Play it forward. If Company B grows and its shares become worth 10 dollars, Maya can exercise: buy at 2.50, own something worth 10. That 7.50 per share of "spread," times 10,000 options, is 75,000 dollars of value. If the company soars to 25 dollars, the same grant is worth 225,000. This is why startup people talk about options with stars in their eyes: the upside multiplies in a way RSUs do not.
Now the other branch, stated plainly because startup recruiting often mumbles it: if Company B's shares end up worth 2.50 or less, Maya's options are worth exactly nothing. Not less than hoped. Nothing. Startups fail routinely, and even at successful ones, exercising costs real cash (25,000 dollars for Maya's full grant) for shares she usually cannot sell until an acquisition or IPO that may be years away or never. Taxes on options are also genuinely tricky: exercising can itself trigger tax, the rules differ between option types (ISOs and NSOs), and there are known traps for people who exercise private-company options at high paper valuations. This is the strongest "talk to a tax professional before acting" zone in all of compensation, and anyone who tells you otherwise in a blog post is doing you a disservice.
There is also a deadline most people learn about too late: leave the company, and Maya typically has a short window, often 90 days, to exercise vested options or lose them. That means finding the exercise cash while switching jobs. Ask about the post-departure window before signing, not after resigning.
So which is better? Honest answer: it depends on stage and stomach
Line Maya's offers up:
- RSUs from a public company are close to salary paid in stock on a delay: high certainty, visible value, modest upside. If Maya needs dependable money, this is the safer instrument.
- Options from a startup are a leveraged bet: meaningful chance of zero, small chance of life-changing. Their honest present value for budgeting is near nothing, which is exactly how she should count them when comparing offers (the labeling method in total compensation explained handles this cleanly).
Neither is a trick, and neither is automatically generous. The evaluation questions differ, though. For RSUs, the value is mostly checkable: shares times price. For startup options, Maya needs more information to even estimate: total shares outstanding (so she knows what percentage she is getting), the latest valuation, and the strike relative to it. A startup that refuses to share those numbers is asking her to value her own compensation blind, which is itself an answer. The full startup-side interrogation lives in is startup equity worth anything.
The questions to ask before signing any equity offer
Whichever instrument is in Maya's offer, five questions extract most of the truth:
- How many units or options, and what percentage of the company is that? (Raw counts without a denominator are decoration.)
- What is the vesting schedule, and is there a cliff?
- For options: what is the strike price, and what is the current share value or latest valuation?
- What happens when I leave? Post-departure exercise window for options; treatment of unvested everything.
- For private companies: what needs to happen before this becomes money I can spend?
Recruiters at equity-paying companies answer these questions all the time. Asking them does not make you difficult; it makes you someone who reads what they sign.
Get to the equity table in the first place
Here is the unglamorous truth behind every RSU-versus-options debate: it only matters once an equity-bearing offer is in your hands, and the companies that pay in equity, public tech firms and funded startups, run some of the most automated, high-volume resume screening in all of hiring. Your carefully built experience goes through applicant tracking software before a single human reads it, and formatting alone can decide whether your skills register.
So before you spend another evening on tax hypotheticals, spend five minutes on the step that comes first: run your resume through the free Beat the Bots scan at careerbounce.io. It shows you exactly what the screening systems extract, which skills and accomplishments come through, and where your real work silently disappears. It is free, it runs entirely on your device, and your resume never leaves your computer. It cannot promise you an offer, with equity or without. It can make sure that when the bots read your story, they read the true one, at full strength.